Chapter 9. Transactions.

Article 153. The concept of the transaction.
Transactions are actions of citizens and legal entities aimed at establishing, changing or terminating civil rights and obligations.

Article 154. Contracts and unilateral transactions.
1. Transactions may be bilateral or multilateral (treaties) and unilateral. 2. A one-sided transaction is a transaction for which, in accordance with the law, other legal acts or agreement of the parties, it is necessary and sufficient to express the will of one party. 3. To conclude a contract, an expression of the agreed will of the two parties (bilateral transaction) or three or more parties (multilateral transaction) is necessary.

Article 155. Obligations for a unilateral transaction.
A unilateral transaction creates obligations for the person who has committed the transaction. It can create obligations for other persons only in cases established by law or by agreement with these persons.

Article 156. Legal regulation of unilateral transactions.
For unilateral transactions, respectively, the general provisions on obligations and on contracts are applied to the extent that it does not contradict the law, the unilateral nature and substance of the transaction.

Article 157. Transactions concluded under the condition.
1. A transaction is considered to be completed under a suspensive condition if the parties have made the emergence of rights and obligations dependent on a circumstance with respect to which it is not known whether it will occur or not. 2. A transaction is deemed to be made under a refusal condition if the parties have made the termination of rights and obligations dependent on a circumstance with respect to which it is not known whether it will occur or not. 3. If the occurrence of the condition was unfairly prevented by the party, to whom the occurrence of the condition is unprofitable, the condition shall be deemed to have occurred. If the offensive was promoted by the party to whom the onset of the condition is beneficial, then the condition is deemed non-advancing.

Article 158. The form of transactions.
1. Transactions are made orally or in writing (simple or notarial). 2. A transaction that can be made orally is considered to be completed even when it is clear from the behavior of the person his will to complete the transaction. 3. Silence is recognized as an expression of the will to make a deal in cases provided for by law or by agreement of the parties.

Article 159. Oral transactions.
1. A transaction for which a written (simple or notarial) form has not been established by law or by agreement of the parties may be concluded orally. 2. Unless otherwise established by agreement of the parties, all transactions executed during their actual execution can be made verbally, with the exception of transactions for which a notarial form has been established, and transactions whose failure to comply with a simple written form causes their invalidity. 3. Transactions in pursuance of a contract concluded in writing may, by agreement of the parties, be made orally, if this does not contradict the law, other legal acts and the contract.

Article 160. The written form of the transaction.
1. A transaction in writing must be made by drawing up a document expressing its content and signed by the person or persons making the transaction, or persons duly authorized by them. Bilateral (multilateral) transactions may be conducted in the manner specified in paragraphs 2 and 3 of Article 434 of this Code. The law, other legal acts and the agreement of the parties may establish additional requirements to which the form of the transaction must conform (making a certain form on a form, stamping, etc.) and stipulate the consequences of non-compliance with these requirements. If such consequences are not foreseen, the consequences of non-observance of the simple written form of the transaction shall apply (clause 1 of Article 162). 2. The use of facsimile reproduction of a signature by means of mechanical or other copying, digital signature or other analogue of a handwritten signature is allowed in the cases and in the manner prescribed by law, other legal acts or agreement of the parties. 3. If a citizen, due to a physical disability, illness or illiteracy, cannot personally sign, then at his request another citizen may sign the transaction. The signature of the latter must be witnessed by a notary or another official who has the right to perform such a notarial act, indicating the reasons due to which the person making the transaction could not sign it personally. However, when concluding transactions specified in clause 4 of Article 185 of this Code, and powers of attorney to make them, the signature of the person who signs the transaction can also be certified by an organization where a citizen works who cannot personally sign, or by the administration of an inpatient medical institution in which He is on treatment.

Article 161. Transactions made in simple written form.
1. Must be made in simple written form, with the exception of transactions requiring notarization: 1) transactions of legal entities between themselves and with citizens; 2) the transactions of citizens among themselves in an amount not less than ten times the statutory minimum wage, and in cases provided by law, regardless of the amount of the transaction. 2. Observance of simple written form is not required for transactions that, in accordance with Article 159 of this Code, can be made orally.

Article 162. Consequences of non-observance of the simple written form of the transaction.
1. Non-observance of the simple written form of the transaction deprives the parties of the right in the event of a dispute to refer to the evidence of the transaction and its conditions on the testimony, but does not deprive them of the right to bring written and other evidence. 2. In cases expressly specified in the law or in the agreement of the parties, non-observance of the simple written form of the transaction entails its invalidity. 3. Non-observance of the simple written form of a foreign economic transaction entails the invalidity of the transaction.

Article 163. Notarized transactions.
1. A notarial certification of a transaction is carried out by making on a document that meets the requirements of Article 160 of this Code, an identification notary of a notary or other official who has the right to perform such a notarial act. 2. Notarization of transactions required: 1) in the cases specified in the law; 2) in cases provided for by the agreement of the parties, even if by law for this type of transaction, this form was not required.

Article 164. State registration of transactions.
1. Transactions with land and other immovable property are subject to state registration in the cases and in the manner provided by Article 131 of this Code and the law on registration of rights to real estate and transactions with it. 2. The law may establish state registration of transactions with movable property of certain types.

Article 165. Consequences of non-compliance with the notarial form of the transaction and the requirement of its registration.
1. Failure to comply with the notarial form, and in cases established by law, the requirement of state registration of the transaction entails its invalidity. Such a transaction is considered void. 2. If one of the parties has fully or partially executed the transaction that requires notarization, and the other party evades such certification of the transaction, the court may, upon request of the party that executed the transaction, recognize the transaction as valid. In this case, a subsequent notarization of the transaction is not required. 3. If a transaction requiring state registration is made in the proper form, but one of the parties refuses to register it, the court may, at the request of the other party, decide on the registration of the transaction. In this case, the transaction is recorded in accordance with the decision of the court. 4. In the cases provided for in paragraphs 2 and 3 of this article, the party unjustifiably evading a notarial certificate or state registration of a transaction must compensate the other party for losses caused by a delay in making or registering a transaction.

Article 166. Contestable and void transactions.
1. The transaction is invalid on the grounds established by this Code, by virtue of recognizing it as such by the court (a disputable transaction) or regardless of such recognition (void transaction). 2. The requirement to declare a voidable transaction null and void may be filed by the persons specified in this Code. The requirement to apply the consequences of the invalidity of a void transaction may be made by any interested person. The court has the right to apply such consequences on its own initiative.

Article 167. General provisions on the consequences of invalidity of a transaction.
1. An invalid transaction does not entail legal consequences, with the exception of those related to its invalidity, and is invalid from the moment of its execution. 2. In case of invalidity of the transaction, each party is obliged to return to the other everything received in the transaction, and in case of impossibility to return received in kind (including when received is expressed in the use of property, work performed or the service provided) to refund its value in money - if other consequences of the invalidity of the transaction are not provided by law. 3. If the content of a contestable transaction implies that it can only be terminated for the future, the court, recognizing the transaction as invalid, terminates it for the future.

Article 168. Invalidity of a transaction that does not comply with the law or other legal acts.
A transaction that does not comply with the requirements of the law or other legal acts is void if the law does not establish that such a transaction is contestable, or does not provide for other consequences of a violation.

Article 169. Invalidity of a transaction made for the purpose, contrary to the basics of the rule of law and morality.
A transaction made for the purpose of knowingly contrary to the basics of the rule of law or morality is null and void. If there is intent on both sides of such a transaction - in the case of execution of a transaction by both parties - all received by them in the transaction are recovered into the income of the Russian Federation, and if the transaction is executed by one party on the other side, all received by it and all due from it to the first party in compensation received. If there is intent only with one of the parties to such a transaction, all received by it in the transaction must be returned to the other party, and received by the latter or due to it in compensation of the executed one shall be charged to the income of the Russian Federation.

Article 170. Invalidity of imaginary and feigned transactions.
1. An imaginary transaction, that is, a transaction made only for the species, without the intention to create the legal consequences corresponding to it, is negligible. 2. A sham transaction, that is, a transaction that is made with the intention of covering up another transaction, is void. For the transaction, which the parties really had in mind, taking into account the substance of the transaction, the rules relating to it are applied.

Article 171. Invalidity of a transaction made by a citizen who is declared incapable.
1. A transaction made by a citizen who is recognized as incapable due to a mental disorder is void. Each of the parties to such a transaction is obliged to return the other everything received in kind, and if it is impossible to return the received in kind - to refund its value in money. The capable party is obliged, in addition, to compensate the other party for the actual damage suffered by it, if the capable party knew or should have known about the incapacity of the other party. 2. In the interests of a citizen who is declared incompetent due to a mental disorder, a transaction made by him may, at the request of his guardian, be recognized by the court as valid if it is made for the benefit of that citizen.

Article 172. Invalidity of a transaction made by a minor who is under the age of fourteen.
1. A transaction made by a minor who is under the age of fourteen (a minor) is void. The rules provided for by paragraphs two and three of clause 1 of Article 171 of this Code apply to such a transaction. 2. In the interests of the minor, the transaction concluded by him may be at the request of his parents, adoptive parents or guardian recognized by the court as valid if it is committed to the benefit of the minor. 3. The rules of this article do not apply to small household and other transactions of minors, which they are entitled to make independently in accordance with article 28 of this Code.

Article 173. Invalidity of a transaction of a legal entity that goes beyond its legal capacity.
A transaction concluded by a legal entity in contradiction with the objectives of the activity, which is definitely limited in its constituent documents, or by a legal entity that does not have a license to engage in the relevant activity, may be declared invalid by the court at the suit of this legal entity, its founder (participant) or state body. supervising or supervising the activities of a legal entity, if it is proved that the other party to the transaction knew or obviously should have known about its illegality.

Article 174. Consequences of limiting the authority to complete a transaction.
If the authority of the person to make a transaction is limited by the contract or the authority of the body of the legal entity - its constituent documents compared to how they are defined in the power of attorney, in the law or how they can be considered obvious from the environment in which the transaction is made, and when it is made or the body went beyond these limitations, the transaction may be recognized by the court as invalid upon the suit of the person in whose interests the restrictions are established, only in cases when it will be proved that the other party to the transaction knew Is should have known about these limitations.

Article 175. Invalidity of a transaction made by a minor aged from fourteen to eighteen years.
1. A transaction made by a minor aged between fourteen and eighteen years without the consent of his parents, adoptive parents or guardian, in cases where such consent is required in accordance with Article 26 of this Code, may be declared invalid by a court of parents, adoptive parents or guardian. If such a transaction is invalidated, the rules stipulated in paragraphs two and three of clause 1 of Article 171 of this Code shall apply accordingly. 2. The rules of this Article shall not apply to transactions of minors who have become fully capable.

Article 176. Invalidity of a transaction made by a citizen limited by court in legal capacity.
1. A transaction involving the disposal of property, executed without the consent of a trustee by a citizen, limited by a court of legal capacity due to the abuse of alcoholic beverages or narcotic drugs, may be recognized by the court as invalid by the trustee’s claim. If such a transaction is invalidated, the rules stipulated in paragraphs two and three of clause 1 of Article 171 of this Code shall apply accordingly. 2. The rules of this article do not apply to small household transactions that a citizen who is limited in legal capacity is entitled to make independently in accordance with Article 30 of this Code.

Article 177. Invalidity of a transaction made by a citizen who is unable to understand the significance of his actions or to direct them.
1. A transaction made by a citizen, although capable of being, but at the time of its commission in such a state when he was not able to understand the significance of his actions or direct them, may be recognized by the court as invalid by the claim of this citizen or other persons whose rights or interests protected by law are violated as a result of its commission. 2. A transaction made by a citizen who was subsequently recognized as incapacitated may be declared invalid by a court at the request of his guardian, if it is proved that at the time of the transaction the citizen was not able to understand the meaning of his actions or direct them. 3. If the transaction is recognized as invalid on the basis of this article, the rules provided for in paragraphs two and three of clause 1 of Article 171 of this Code are applied accordingly.

Article 178. Invalidity of a transaction made under the influence of delusion.
1. A transaction made under the influence of a fallacy that is of material importance may be declared invalid by a court at the suit of the party acting under the influence of a fallacy. A misconception about the nature of the transaction or the identity or such qualities of its subject, which significantly reduce the possibility of its use for the intended purpose, is essential. Misconception about the motives of the transaction is not significant. 2. If the transaction is deemed invalid as executed under the influence of delusion, the rules provided for in paragraph 2 of Article 167 of this Code shall apply accordingly. In addition, the party at whose claim the transaction was declared invalid shall have the right to demand from the other party compensation for the actual damage caused to it if it proves that the error was due to the fault of the other party. If this is not proven, the party at whose claim the transaction was declared invalid is obliged to compensate the other party at its request for the actual damage caused to it, even if the error occurred due to circumstances beyond the control of the erroneous party.

Article 179. Invalidity of a transaction made under the influence of deception, violence, threat, malicious agreement of the representative of one party with the other party or the confluence of difficult circumstances.
1. A deal made under the influence of deception, violence, threat, malicious agreement of a representative of one side with the other side, as well as a deal that a person was forced to make due to a confluence of difficult circumstances on extremely unfavorable conditions than the other side used (bonded transaction) , may be invalidated by the court on the claim of the victim. 2. If the transaction is recognized as invalid on one of the grounds specified in paragraph 1 of this article, then the other party returns to the victim all that it received under the transaction, and if it is impossible to return it received in kind, its value in money is refunded. The property received in the transaction by the victim from the other party, as well as due to him in compensation transferred to the other party, is turned into the income of the Russian Federation. If it is impossible to transfer property to state income in kind, its value in money is collected. In addition, the victim is compensated by the other party for the actual damage caused to him.

Article 180. Consequences of the invalidity of a part of a transaction.
The invalidity of a part of a transaction does not entail the invalidity of its other parts, if it can be assumed that the transaction would have been completed without including an invalid part of it.

Article 181. The limitation period for invalid transactions.
1. The limitation period for a request to apply the consequences of the invalidity of a void transaction is three years. The limitation period for the specified request begins from the day when the execution of this transaction began. 2. The limitation period for the request to recognize a voidable transaction as invalid and to apply the consequences of its invalidity is one year. The limitation period for the said request starts from the day the violence or threat ceased, under the influence of which the transaction was made (clause 1 of Article 179), or from the day when the claimant learned or should have known about other circumstances that are grounds for declaring the transaction null and void.

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